Exhibit 10.2










 






Exhibit 10.2

 



FIFTH AMENDMENT TO THE CREDIT AGREEMENT

 

FIFTH AMENDMENT, dated as of June 30, 2004 (this “Amendment”), to the Credit Agreement, dated as of April 3, 2001 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among CITADEL BROADCASTING COMPANY, a Nevada corporation (the “Company”), CITADEL COMMUNICATIONS CORP. (“Intermediate Holding”), a Nevada corporation, and CITADEL BROADCASTING CORPORATION (formerly known as FLCC HOLDINGS, INC.), a Delaware corporation (“HoldCo”), the several lenders from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), FLEET NATIONAL BANK, as Documentation Agent (in such capacity, the “Documentation Agent”), and the financial institutions named therein as syndication agents for the Lenders (in such capacity, collectively, the “Syndication Agents”; each, individually, a “Syndication Agent”).

 

W I T N E S S E T H:

 

WHEREAS, the Company, Intermediate Holding, HoldCo, the Lenders, the Administrative Agent and the Syndication Agents are parties to the Credit Agreement;

 

WHEREAS, the Company has requested that the Lenders amend certain other provisions of the Credit Agreement as set forth herein; 

 

WHEREAS, the Lenders, the Administrative Agent and the Syndication Agents are willing to agree to such amendments to the Credit Agreement, subject to the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Company, Intermediate Holding, HoldCo, the Lenders, the Administrative Agent and the Syndication Agents hereby agree as follows:

 

1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined.

 

2. Amendment to Section 13.9(i) (Limitation on Dividends). Section 13.9(i) of the Credit Agreement is hereby amended by deleting the amount “$50,000,000” and substituting therefor the amount “$150,000,000”.    




3. Representations and Warranties. The Company hereby confirms, reaffirms and restates the representations and warranties set forth in Section 10 of the Credit Agreement. The Company represents and warrants that, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

 

4. Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) on which the Administrative Agent notifies the Company that it has received counterparts of this Amendment duly executed by the Company, Intermediate Holding, HoldCo and the Required Lenders. 

 


	 
	 	 	 
	



	 



 

5. Continuing Effect of the Credit Agreement. This Amendment shall not constitute an amendment of any other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Company that would require a waiver or consent of the Lenders, the Administrative Agent or the Syndication Agents. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.

 

6. Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts (including telecopied counterparts), each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument.

 

7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK





	 
	 	 	 
	



	 



 



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

 

CITADEL BROADCASTING COMPANY

 

By: /s/ RANDY L. TAYLOR_______________________

    Name: Randy L. Taylor

    Title: V.P. Finance

 




CITADEL COMMUNICATIONS CORPORATION

 

By: /s/ RANDY L. TAYLOR_______________________

    Name: Randy L. Taylor

    Title: V.P. Finance


 

CITADEL BROADCASTING CORPORATION

 

By: /s/ RANDY L. TAYLOR_______________________

    Name: Randy L. Taylor    

    Title: V.P. Finance




 

JPMORGAN CHASE BANK as Administrative Agent and 

as a Bank

 

By: /s/ TRACEY NAVIN EWING___________________

    Name: Tracy Navin Ewing

    Title: Vice President

 


	 
	 	 	 
	



	 



 



FLEET NATIONAL BANK, as Documentation Agent and 

    as a Lender

 

By: /s/ RICHARD M. PECK_______________________

    Name: Richard M. Peck

    Title: Principal








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




THE BANK OF NEW YORK 




By: /s/ ALBERT M. SCHENCK____________________

    Name: Albert M. Schenck

    Title: Assistant Vice President








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




SUN TRUST BANK 




By: /s/ BRIAN COMBS ____________________

    Name: Brian Combs

    Title: Vice President








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




WACHOVIA BANK, N.A. 




By: /s/ BRUCE W. LOFTIN ____________________

    Name: Bruce W. Loftim

    Title: Managing Director








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




THE BANK OF NOVA SCOTIA 




By: /s/ IAN A. HODGART ____________________

    Name: Ian A. Hodgart

    Title: Authorized Signatory








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




BNP PARIBAS 




By: /s/ STEPHANIE ROGERS _________________

    Name: Stephanie Rogers

    Title: Vice President







By: /s/ GREGG BONARDI ____________________

    Name: Gregg Bonardi

    Title: Director








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




U.S. BANK NATIONAL ASSOCIATION 




By: /s/ JAYCEE A. EARL ____________________

    Name: Jaycee A. Earll

    Title: Vice President








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




COOPERATIVE CENTRALE RAIFFEISEN 

    BOERENLEEN BANK B.A., “RABOBANK 

    NEDERLAND,” NEW YORK BRANCH 

    as a Lender 

 

By: /s/ DOUGLAS W. ZYLSTRA___________________

    Name: Douglas W. Zylstra

    Title: Senior Vice President




By: /s/ BRETT DELFINO ____________________

    Name: Brett Delfino

    Title: Executive Director








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




CREDIT SUISSE FIRST BOSTON, ACTING THROUGH 

    ITS CAYMAN ISLANDS BRANCH 




By: /s/ THOMAS HALL _____________________

    Name: Thomas Hall

    Title: Vice President




By: /s/ DOREEN WELCH ____________________

    Name: Doreen Welch

    Title: Associate








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




DEUTSCHE BANK TRUST COMPANY AMERICAS 




By: /s/ GREGORY SHEFRIN ____________________

    Name: Gregory Shefrin

    Title: Director








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




CALYON NEW YORK BRANCH 




By: /s/ DOUGLAS E. ROPER ________________

    Name: Douglas E. Roper

    Title: Managing Director and Manager




By: /s/ JOHN McCLOSKEY _________________

    Name: John McCloskey

    Title: Director and Portfolio Manager








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




NATIONAL CITY BANK 




By: /s/ ELIZABETH A. BROSKY _________________

    Name: Elizabeth A. Brosky

    Title: Vice President








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




SENIOR DEBT PORTFOLIO 

By: Boston Management and Research as Investment Advisor 




By: /s/ MICHAEL B. BOTTHOF _________________

    Name: Michael B. Botthof

    Title: Vice President








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




EATON VANCE INSTITUTIONAL SENIOR LOAN FUND 

By: Eaton Vance Management as Investment Advisor 




By: /s/ MICHAEL B. BOTTHOF _________________

    Name: Michael B. Botthof

    Title: Vice President








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




OXFORD STRATEGIC INCOME FUND 

By: Eaton Vance Management as Investment Advisor 




By: /s/ MICHAEL B. BOTTHOF _________________

    Name: Michael B. Botthof

    Title: Vice President








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




COSTANTINUS EATON VANCE CDO V, LTD. 

By: Eaton Vance Management as Investment Advisor 




By: /s/ MICHAEL B. BOTTHOF _________________

    Name: Michael B. Botthof

    Title: Vice President








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




GRAYSON & CO 

By: Boston Management and Research as Investment Advisor 




By: /s/ MICHAEL B. BOTTHOF _________________

    Name: Michael B. Botthof

    Title: Vice President








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




BIG SKY SENIOR LOAN FUND, LTD. 

By: Eaton Vance Management as Investment Advisor 




By: /s/ MICHAEL B. BOTTHOF _________________

    Name: Michael B. Botthof

    Title: Vice President








	 
	 	 	 
	



	 



 






CITADEL BROADCASTING COMPANY

    FIFTH AMENDMENT DATED AS OF JUNE 30, 

    2004




EATON VANCE VT FLOATING-RATE INCOME FUND 

By: Eaton Vance Management as Investment Advisor 




By: /s/ MICHAEL B. BOTTHOF _________________

    Name: Michael B. Botthof

    Title: Vice President